Sample Share Purchase And Share Holder Agreement Page 15
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77respect of the said Transaction Shares shall be lost, limited or otherwise be encumbered
in any manner whatsoever.
6.10
All information which has been provided to the Strategic Partner and the
Principal(s) with respect to the sale of Transaction Shares is, to the knowledge of the
Government, true and correct in all material respects and no material fact or facts has
been omitted therefrom which would make such information misleading.
6.11
Save and except what is expressly stated herein, neither the Government nor
the Company nor any of their agents, affiliates, attorneys, representatives, directors,
officers or employee(s) has made any representations or warranties regarding the
Company or any of its assets.
ARTICLE – 7
REPRESENTATIONS AND WARRANTIES OF COMPANY
Except as disclosed in the Disclosed Information, the Company hereby represents and
warrants to the Strategic Partner the matters set out below:
7.1
It is a company duly incorporated or created and is validly subsisting and in good
standing under the laws of India with power and authority to own its properties and
conduct its business.
7.2
The Company has all the necessary corporate power, authority and capacity,
including under its Articles of Association, to enter into this Agreement and to carry out
its obligations under this Agreement.
7.3
The financial statements of the Company have been prepared in accordance
with
generally accepted accounting principles in India applied on a basis consistent
with that of the preceding period and present fairly in all material respects, assets,
liabilities and the financial position of the Company as of ______ and the sales, earnings,
results of its operations and changes in financial position for the Financial Year ended on
_____ as reflected in the Audited Financial Statement. The Audited Financial Statements
have been audited by the statutory auditors under the Act and is being audited by the
Comptroller and Auditor General of India as required under the Act.
7.4
Excepting as otherwise disclosed or provided for in this Agreement or Schedule
___ since the date of the Audited Financial Statements, there has not been:
(a)
any material change in the financial condition, operations or prospects of the
Company other than changes in the ordinary and usual course of business; or
(b)
any material damage, destruction or other development (whether or not covered
by insurance) that may Materially and Adversely Affect the business, assets, properties or
future prospects of the Company.
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